Terms and Conditions

The party to whom goods are invoiced (and/or
the party to whom or for whose benefit the goods are delivered).

"Seller"

JM Prime Technologies Limited.

"Manufacturer"

The party from whom the goods are purchased by
JM Prime Technologies for resale to the buyer.

"Ex-works"

The JM Prime Technologies premises from where
the goods are despatched.

1. ACCEPTANCE

These conditions shall prevail over any
conditions contained in the buyer’s purchase order or elsewhere. Any item or
condition not included in these conditions shall be invalid unless it has
been agreed in writing by the seller

2. DELIVERY

Unless otherwise agreed delivery will be
ex-works with carriage and packing being charged extra. For orders accepted
with carriage paid conditions, the transportation method is normal
letter/parcel post or standard 3 day road transport with the carrier of our
choice. The costs of any other transportation method requested by the buyer
will be chargeable to the buyer in full.

The seller reserves the right to deliver in
more than one shipment at its discretion. Each delivery shall constitute a
separate contract.

Notwithstanding the provisions of clause 4,
the goods, if supplied against ex-works terms, shall be at the buyers risk
from the time of despatch. For delivery terms inclusive of delivery costs,
the goods shall be at the buyers risk upon delivery by the carrier to the
buyer.

The seller will make every effort to deliver
the goods within the delivery period acknowledged. The seller accepts no
liability in the event of failure to meet a delivery date and any such
failures shall not prejudice any contract.

If the buyer fails to accept delivery of all
or part of the goods ordered, the seller may arrange to store the
undelivered goods at the risk and cost, including insurance, of the buyer.

3. PAYMENT

For buyers with a monthly account facility
and unless otherwise agreed in writing, payment for components must be made
within 30 days from the end of the month of invoice (net monthly). Payment
for equipment, software and maintenance must be made within 30 days from the
date of invoice (net 30 days). Time shall be of the essence regarding
payments.

The seller reserves the right to suspend all
deliveries and amend payment terms where payment is not received in
accordance with the agreed terms and shall be entitled to charge a
reasonable amount of interest on any outstanding amount. The seller reserves
the right to withdraw credit terms and substitute cash with order or cash on
delivery terms, which may also be held, to apply to orders already received
and acknowledged.

New customers may be asked to pay on a cash
with order basis or by credit card until a credit account has been opened
for them. For this, three trade references will normally be required.

4. TRANSFER OF
PROPERTY

The property of the goods shall remain in
the seller and the beneficial ownership of all products into which the goods
are incorporated shall belong to the seller until the buyer has paid in full
for such goods and all other sums due from the buyer to the seller on any
account whatsoever

If the buyer shall make default in payment
on the due date of any sum due to the seller, the seller may take possession
of the goods and any products into which the goods have been incorporated.
The seller and/or its agents shall be entitled to enter upon any land or
building in which the goods may be situated and remove them. All resulting
costs incurred by the seller and/or its agent shall be borne by the buyer.
The buyer shall hold on trust for the seller the benefit of any sale of the
goods or any products into which they are incorporated until full payment of
any sums due from the buyer is made to the seller.

5. GENERAL LIABILITY

The seller will replace or issue a credit
for any goods found to be defective provided that the seller is notified in
writing within 7 days of discovery of such defects.

Clause 5a) only applies to goods, which have
been found to be defective within the guarantee period granted by the
manufacturer. In all cases, the seller will first verify by it’s own
examination of the goods that the goods are defective or if necessary,
following examination by the manufacturer.

Goods returned under Clause 5a) and found
upon examination not to be defective, or found to be damaged or misused by
the buyer, will be returned to the buyer. The cost of return shipment and
any testing and other costs must be borne by the buyer.

The defective goods must be returned to the
seller, transportation charges being prepaid by the buyer.

The seller shall be under no other liability
of whatsoever kind arising out of the supply of the goods.

6. FORCE MAJEURE

The seller shall have no liability in
respect of failure to deliver or perform or delay in delivering or
performing any obligations under any contract due to any cause of whatever
nature outside reasonable control of the seller including but not limited to
civil commotions, strikes, lockouts, war, fire, accidents and causes arising
from the acts and omissions of the buyer.

7. PRICE VARIATIONS

The seller reserves the right without notice
to alter the price of goods due to circumstances beyond the sellers control
and to correct errors and omissions.

Where the buyer requests items to be
supplied with release certificates the seller reserves the right to make an
extra charge for providing such certificates.

Where goods are supplied from an overseas
source the price may be adjusted to reflect any variation in the rate of
exchange or any other matter, which increases the cost of importation.

If the buyer amends a delivery schedule, the
seller reserves the right to amend the price in accordance with the new
schedule quantities.

8. CANCELLATION/AMENDMENTS
OF ORDERS

No cancellation or amendment of any order
will be considered unless received by the seller in writing at least 30 days
before the delivery date notified by the buyer.

Orders may only be cancelled or rescheduled
if a corresponding cancellation or reschedule can be agreed with the
manufacturer.

Goods that are not normally stocked or are
in a quantity greater than a reasonable JM Prime Technologies stock quantity
are non-cancellable.

9. RETURNED GOODS
(Save under 5a)

No goods may be returned to the seller
without the prior written consent of the seller.

Returned goods must be in the same condition
as when sold with packaging and labels unmarked and undamaged.

All costs of returning goods must be borne
by the buyer.

Where incorrectly ordered or surplus goods
are accepted for return by seller, a restocking charge of 20% of the
original invoice value may be levied. Goods will only be accepted if in a
condition suitable for resale

10. MINIMUM AND SCHEDULED
ORDERS

Orders are supplied in multiples of the
packaging quantity and in minimum standard quantity unless agreed otherwise.
The minimum order value is £25.00, which may be waived at the seller’s
discretion.

Scheduled orders are accepted with the same
minimum and packing quantity stipulations as in Clause 10a).

11. TELEPHONED ORDERS

Orders will be accepted by telephone only if
an official order number is quoted by the buyer. All such orders must be
confirmed by post or fax and be clearly marked “CONFIRMATION” otherwise the
seller cannot accept liability for any duplication of delivery that may
occur.

12. SUB-CONTRACT

The seller reserves the right to
sub-contract any part of the work or supply of the goods

13. QUOTATIONS

All quotations and offers are valid for 30
days unless stated otherwise and subject to the sellers written confirmation
of acceptance. The right is reserved to withdraw any quotation and no
liability whatsoever shall be incurred by such withdrawal.

14. LAW

These conditions shall be construed in
conformity with English law. Failure to enforce any particular clause is not
to be taken as a waiver of any other clause.

15. DISCLAIMER

Although every effort has been made to
ensure the data provided is accurate, no responsibility can be accepted for
errors or omissions.

The seller shall be under no liability by
reason of the misrepresentation Act 1967 to the extent that any court or
arbitrator may allow reliance on this provision as being fair and
reasonable.

16. VAT

All prices quoted are
exclusive of VAT.

17. PATENT RIGHTS

The sale of the goods by the seller and the
publication of any information or technical data relating thereto does not
imply freedom from patent, copyright, registered design or other industrial
or intellectual property rights in respect of any particular application of
goods.

Nothing in this claim shall operate to the
prejudice of the statutory undertakings as to title etc. contained in
Section 12 of the Sale of Goods Act 1979.

18. SHORTAGES AND INCORRECT
GOODS

Any shortages or incorrect goods must be
notified to ourselves within three days of receipt of goods or in cases of
non-delivery, within seven days of receipt of invoice, otherwise no
liability can be accepted.

Incorrectly supplied goods should be
returned to the seller in the same condition as when sold with the packaging
and labels unmarked and undamaged.

In the case of alleged damage to the goods
during transit, the buyer must give a written notice to the seller and
carrier within 3 days of receipt. The nature and extent of the damage must
be recorded and packing materials retained for examination. Failure to
follow this procedure may invalidate any claim by the buyer.

19. WARRANTY

In the ordinary course of business the
seller is a distributor that purchases goods from manufacturers and
generally makes no alterations to the goods before resale to the buyer. In
so far as it is practicable, the seller maintains the integrity of and sells
the goods in the manufacturers packaging. In all cases, the buyer has
knowledge of the origin of the goods it orders and all orders are placed in
that knowledge and at the specific request of the buyer.

The seller makes no representation(s) as to
the fitness for any particular purpose of the goods unless specifically
agreed in writing by the seller.

The seller gives no warranty in respect of
the future availability of identical goods already sold to the buyer.

These warranties are not assignable and
accordingly the seller will not accept warranty returns directly or
indirectly from the buyer’s own customers or from the users of the buyers
goods.

The seller will provide to the buyer only
the same warranty protection in relation to defects in the goods as the
seller receives from the manufacturer.